SDLTM23020 - Reliefs: Group, reconstruction or
acquisition relief
Definitions
Definitions used in this guidance are as follows
- company means a body corporate and
companies are members of the same group if one is the 75%
subsidiary of the other or both are 75% subsidiaries of a third
company. A company (company B) is the 75% subsidiary of another
(company A) if company A satisfies the following conditions
- is beneficial owner of not less than 75% of the
ordinary share capital (either directly or through another company
or companies as determined by ICTA88/S838(5) to ICTA88/S838(10)) of
company B
- is beneficially entitled to not less than 75% of
the profits available for distribution to equity holders of company
B
- would be beneficially entitled to not less than
75% of any assets of company B available for distribution to its
equity holders on a winding-up
- ordinary share capital, for the purpose of
these definitions, means all the issued share capital of the
company, by whatever name called, apart from that share capital
which only confers rights to a fixed dividend with no other rights
to participate in the profits of the company.
The detailed rules on these qualifying tests are at ICTA88/SCH18
(equity holders and profits or assets available for distribution)
and, for the purposes of stamp duty land tax this schedule applies
with the exceptions of paragraph 5(3) and paragraphs 5B to 5E.
- arrangements includes any scheme,
agreement or understanding, whether or not legally enforceable
- control has the meaning given by
ICTA88/S840. This means the power of a person to secure that the
affairs of the company are conducted in accordance with their
wishes
- by holding shares in the company or having voting
power in or in relation to the company
- by virtue of powers conferred by the articles of
association of the company or by virtue of any other document
regulating the company
- group company means a company that at the
effective date of the land transaction is a member of the same
group as the purchaser or vendor.
- non-group company is a company that is not
a group company
